Insider Dunn sells Oceaneering International (NYSE: OII) stock holdings

Rhea-AI Filing Summary

Oceaneering International officer Catherine E. Dunn, VP and Chief Accounting Officer, reported selling company stock. She executed open-market sales of 2,866 common shares at $37.965 per share and 6,204 common shares at $37.52 per share, plus a 575-share tax-withholding disposition at $37.22 per share.

After these transactions, she held 10,738 common shares directly, with her 401(k) plan position reduced to zero.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dunn Catherine E

(Last) (First) (Middle)

5875 N. SAM HOUSTON PARKWAY, W.

SUITE 400

(Street)

HOUSTON TX 77086

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OCEANEERING INTERNATIONAL INC [ OII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/24/2026		F		575	D	$37.22	13,604	D
Common Stock	02/25/2026		S		2,866	D	$37.965	10,738	D
Common Stock	02/25/2026		S		6,204	D	$37.52	0	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

	/s/ Jennifer F. Simons, Attorney-in-Fact for Catherine E. Dunn	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did OCEANEERING INTERNATIONAL INC (OII) report for Catherine Dunn?

Catherine E. Dunn reported selling OCEANEERING INTERNATIONAL INC common stock and disposing shares for taxes. She completed two open-market sales and one tax-withholding transaction, reducing both her directly held and 401(k) plan share balances in the company.

How many OCEANEERING INTERNATIONAL INC shares did Catherine Dunn sell?

Catherine E. Dunn sold a total of 9,070 OCEANEERING INTERNATIONAL INC common shares. This included 2,866 shares in one transaction and 6,204 shares in another, both described as open-market or private sales at prices in the high-$37 range per share.

At what prices did Catherine Dunn’s OII stock sales occur?

Catherine E. Dunn’s OII stock sales occurred at prices around the high-$37 level. She sold 2,866 common shares at $37.965 per share and 6,204 common shares at $37.52 per share, according to the reported open-market or private transactions.

What was the tax-withholding stock disposition reported by Catherine Dunn at OII?

Catherine E. Dunn reported a tax-withholding disposition involving 575 OII common shares. These shares were delivered at $37.22 per share to cover an exercise price or tax liability, rather than representing an open-market sale for investment purposes.

How many OCEANEERING INTERNATIONAL INC shares does Catherine Dunn hold after the transactions?

After the reported transactions, Catherine E. Dunn directly holds 10,738 OCEANEERING INTERNATIONAL INC common shares. Her indirect ownership through a 401(k) plan was reduced to zero, reflecting the sale of 6,204 plan-held shares in an open-market or private transaction.

What type of insider is Catherine Dunn at OCEANEERING INTERNATIONAL INC?

Catherine E. Dunn is an officer at OCEANEERING INTERNATIONAL INC, serving as Vice President and Chief Accounting Officer. Her role makes her a reporting insider, so transactions in the company’s common stock must be disclosed in regulatory filings for investor transparency.